Exhibit 3.1.1
The Companies Act 1985
(as amended)
A PUBLIC COMPANY LIMITED BY SHARES
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MEMORANDUM AND ARTICLES OF ASSOCIATION
of
GRANITE MORTGAGES 03-3 plc
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As adopted on incorporation
SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
The Companies Act 1985 (as amended)
Company Limited by Shares
Memorandum of Association
of
Granite Mortgages 03-3 plc
1. The name of the Company is "Granite Mortgages 03-3 plc".
2. The Company is to be a public company limited by shares.
3. The registered office of the Company will be situate in England.
4. The objects for which the Company is established are:
4.1 To carry on business as a general commercial company and to carry
on any trade or business whatsoever.
4.2 To carry on any business, undertaking, transaction or operation
commonly carried on or undertaken by manufacturers, merchants and
dealers (both wholesale and retail) in all or any articles of
commercial and personal use and consumption, importers, exporters,
shipowners, bankers, factors, capitalists, promoters, financiers,
real property dealers and investors, concessionaires, brokers,
contractors, mercantile and general agents, advertising agents,
publishers, carriers and transporters of all kinds and to carry on
all or any of the said businesses either together as one business
or as separate distinct businesses in any part of the world.
4.3 To acquire and assume for any estate or interest and to take
options over, construct, develop or exploit any property, real or
personal, and rights of any kind and the whole or any part of the
undertaking, assets and liabilities of any person and to act and
carry on business as a holding company.
4.4 To manufacture, process, import, export, deal in and store any
goods and other things and to carry on the business of
manufacturers, processers, importers, exporters and storers of and
dealers in any goods and other things.
4.5 To acquire and exploit lands, mines and mineral rights and to
acquire, explore for and exploit any natural resources and to carry
on any business involving the ownership or possession of land or
other immovable property or buildings or structures thereon and to
construct, erect, install, enlarge, alter and maintain buildings,
plant and machinery and to carry on business as builders,
contractors and engineers.
4.6 To provide services of all descriptions and to carry on business as
advisers, consultants, brokers, trustees and agents of any kind.
4.7 To advertise, market and sell the products of the Company and of
any other person and to carry on the business of advertisers or
advertising agents or of a marketing and selling organisation or of
a supplier, wholesaler, retailer, merchant or dealer of any kind.
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4.8 To provide technical, cultural, artistic, educational,
entertainment or business material, facilities or services and to
carry on any business involving any such provision.
4.9 To lend money, and grant or provide credit and financial
accommodation, secured or unsecured, to any person and to deposit
money with any person and to carry on the business of a banking,
finance or insurance company.
4.10 To invest money of the Company in any investments and to hold, sell
or otherwise deal with such investments, and to carry on the
business of a property or investment company.
4.11 To acquire and carry on any business carried on by a subsidiary or
a holding company of the Company or another subsidiary of a holding
company of the Company.
4.12 To enter into any arrangements with any government or authority or
person and to obtain from any such government or authority or
person any legislation, orders, rights, privileges, franchises and
concessions and to carry out exercise and comply with the same.
4.13 To borrow and raise money and secure the payment of money and
accept money on deposit and to secure or discharge any debt or
obligation in any manner and in particular (without prejudice to
the generality of the foregoing) by mortgages of or charges upon
all or any part of the undertaking, property and assets (present
and future) and uncalled capital of the Company or by the creation
and issue of securities, particularly for the performance of the
Company's obligations or the payment of money.
4.14 To enter into any guarantee, contract of indemnity or suretyship
and in particular (without prejudice to the generality of the
foregoing) to guarantee, support or secure, with or without
consideration, whether by personal obligation or by mortgaging or
charging all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company or by both
such methods or in any other manner, the performance of any
obligations or commitments of, and the repayment or payment of the
principal amounts of and any premiums, interest, dividends and
other moneys payable on or in respect of any securities or
liabilities of, any person, including (without prejudice to the
generality of the foregoing) any company which is for the time
being a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or otherwise
associated with the Company.
4.15 To amalgamate or enter into partnership or any profit-sharing
arrangement with, and co-operate or participate in any way with or
to take over or assume any obligation of, or to assist or subsidise
any person.
4.16 To accept, draw, make, create, issue, execute, discount, endorse,
negotiate and deal in bills of exchange, promissory notes, and
other instruments and securities, whether negotiable or otherwise.
4.17 To apply for and take out, purchase or otherwise acquire any trade
and service marks and names, designs, patents, patent rights,
inventions and secret processes and to carry on the business of an
inventor, designer or research organisation.
4.18 To sell, exchange, mortgage, charge, let, grant licences,
easements, options, servitudes and other rights over, and in any
other manner deal with or dispose of,
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all or any part of the undertaking, property and assets (present and
future) of the Company for any or no consideration and in particular
(without prejudice to the generality of the foregoing) for any
securities or for a share of profit or a royalty or other periodical
or deferred payment.
4.19 To adopt any means of publicising and making known the businesses,
services and products of the Company as the directors think fit,
including, without limitation, advertisement, publication and
distribution of notices, circulars books and periodicals.
4.20 To issue and allot securities of the Company for cash or in payment
or part payment for any real or personal property, purchased or
otherwise acquired by the Company or any services rendered to the
Company or as security for any obligation or amount (even if less
than the nominal amount of such securities) or for any other
purpose.
4.21 To give any remuneration or other compensation or reward for
services rendered or to be rendered in placing or procuring
subscriptions of, or otherwise assisting in the issue of any
securities of the Company or in or about the formation of the
Company or the conduct or course of its business, and to establish
or promote, or concur or participate in establishing or promoting,
any company, fund or trust and to subscribe for, underwrite,
purchase or otherwise acquire securities of any company, fund or
trust and to carry on the business of company, fund, trust or
business promoters or managers and of underwriters or dealers in
securities, and to act as director of and as secretary, manager,
registrar or transfer agent for any other company and to act as
trustee of any kind and to undertake and execute any trust and any
trust business (including the business of acting as trustee under
wills and settlements and as executor and administrator).
4.22 To pay all the costs, charges and expenses preliminary or
incidental to the promotion, formation, establishment and
incorporation of the Company, and to procure the registration or
incorporation of the Company in or under the laws of any place
outside England.
4.23 To apply for, promote and obtain any order, regulation or licence
of any government department or authority (including, without
limitation, the Data Protection Commissioner and the Department of
Trade and Industry) to enable the Company to carry any of its
objects into effect, to effect any modification of the Company's
constitution and for any other purpose which the directors think
fit, and to oppose any proceeding or application which may in the
opinion of the directors directly or indirectly prejudice the
Company's interests.
4.24 To establish, grant and take up agencies, and do all other things
the directors may deem conducive to the carrying on of the
Company's business as principal or agent, and to remunerate any
person in connection with the establishment or granting of an
agency on the terms and conditions the directors think fit.
4.25 To grant or procure the grant of donations, gratuities, pensions,
annuities, allowances, or other benefits, including benefits on
death to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any
time is or was a subsidiary or a holding company of the Company or
another subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of
any of them, and to the relations, connections or dependants of any
such persons, and to other persons whose service or services have
directly or indirectly been of benefit to the Company or whom the
Board of Directors of the Company considers have
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any moral claim on the Company or to their relations, connections
or dependants, and to establish or support any funds, trusts,
insurances or schemes or any associations, institutions, clubs,
schools, building and housing schemes, funds and trusts, and to
make payments towards insurances or other arrangements likely to
benefit any such persons or otherwise advance the interests of the
Company or of its Members, and to subscribe, guarantee or pay money
for any purpose likely, directly or indirectly, to further the
interests of the Company or of its Members or for any, national,
charitable, benevolent, educational, social, public, general or
useful object.
4.26 To cease carrying on or wind up any business or activity of the
Company, and to cancel any registration of and to wind up or
procure the dissolution of the Company in any state or territory.
4.27 To distribute any of the property of the Company among its
creditors and Members in specie or kind.
4.28 To do all or any of the things or matters aforesaid in any part of
the world and either as principals, agents, contractors, trustees
or otherwise and by or through trustees, agents or otherwise and
either alone or in conjunction with others.
4.29 To carry on any other business or activity and do anything of any
nature which in the opinion of the Board of Directors of the
Company is or may be capable of being conveniently carried on or
done in connection with the above, or likely directly or indirectly
to enhance the value of or render more profitable all or any part
of the Company's undertaking property or assets or otherwise to
advance the interests of the Company or of its Members.
4.30 To do all such other things as in the opinion of the Board of
Directors of the Company are or may be incidental or conducive to
the attainment of the above objects or any of them.
And it is hereby declared that "company" in this clause, except where
used in reference to this Company, shall include any partnership or other
body of persons, whether incorporated or not incorporated, and whether
formed, incorporated, domiciled or resident in the United Kingdom or
elsewhere, "person" shall include any company as well as any other legal
or natural person, "securities" shall include any fully, partly or nil
paid or no par value share, stock, unit, debenture, debenture or loan
stock, deposit receipt, bill, note, warrant, coupon, right to subscribe
or convert, or similar right or obligation, "and" and "or" shall mean
"and/or" where the context so permits, "other" and "otherwise" shall not
be construed ejusdem generis where a wider construction is possible, and
the objects specified in the different paragraphs of this clause shall
not, except where the context expressly so requires, be in any way
limited or restricted by reference to or inference from the terms of any
other paragraph or the name of the Company or the nature of any business
carried on by the Company, but may be carried out in as full and ample a
manner and shall be construed in as wide a sense as if each of the said
paragraphs defined the objects of a separate, distinct and independent
company.
5. The liability of the Members is limited.
6. The share capital of the Company is (GBP)50,000 divided into 50,000
Shares of (GBP)1 each, and the Company shall have the power to divide the
original or any increased capital into several classes, and to attach
thereto any preferential, deferred, qualified or other special rights,
privileges, restrictions or conditions.
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We, the subscribers of this memorandum of association, wish to be formed into
a company pursuant to this memorandum of association; and we agree to take the
number of shares in the capital of the Company shown opposite our respective
names.
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Names and Addresses of Subscribers Number of Shares taken by each
Subscriber
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Granite Finance Funding Limited Signed for and on behalf of 49,999
4 Royal Mint Court Granite Finance Funding Limited by:
London
EC3N 4HJ
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Name: Jonathan David Rigby
Title: Director
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Name: Nigel Charles Bradley
Title: Director
Arringford Limited Signed for and on behalf of 1
4 Royal Mint Court Arringford Limited by:
London
EC3N 4HJ
-------------------------------------
Name: Jonathan David Rigby
Title: Director
-------------------------------------
Name: Nigel Charles Bradley
Title: Director
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Total shares taken 50,000
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Dated 2 July 2003
Witness to the above signatures:
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Witness
Name: -------------------------------------
Occupation:
----------------------------------
Address: Mourant & Co Capital (SPV) Limited
4 Royal Mint Court
London
EC3N 4HJ
5
Articles of Association
of
Granite Mortgages 03-3 plc
1. Adoption of Table A and Definitions
In these articles:
1.1 the "Act" means the Companies Act 1985;
1.2 "Statutes" means the Act and every other statute, statutory instrument,
regulation or order for the time being in force concerning companies
registered under the Act; and
1.3 "Table A" means Table A scheduled to the Companies (Tables A to F)
Regulations 1985 as amended prior to the date of incorporation of the
company. The regulations contained in Table A shall, except where they
are excluded or modified by these articles, apply to the company and,
together with these articles, shall constitute the articles of the
company. No other regulations set out in any statute concerning
companies, or in any statutory instrument or other subordinate
legislation made under any statute, shall apply as the regulations or
articles of the company.
2. Interpretation
Words and expressions which bear particular meanings in Table A shall bear the
same meanings in these articles. References in these articles to "writing"
include references to any method of representing or reproducing words in a
legible and non-transitory form. Headings are for convenience only and shall
not affect construction. If, and for so long as, the company has only one
member, these articles shall (in the absence of any express provision to the
contrary) apply with such modification as may be necessary in relation to such
a company.
3. Authorised Share Capital
The authorised share capital of the company at the date of adoption of this
Article 3 is (GBP)50,000 divided into 50,000 shares of (GBP)1 each.
4. Rights Attached to Shares
Subject to the provisions of the Act and to any rights conferred on the
holders of any other shares, any share may be issued with or have attached to
it such rights and restrictions as the company may by ordinary resolution
decide or, if no such resolution has been passed or so far as the resolution
does not make specific provision, as the directors may decide. Regulation 2 of
Table A shall not apply.
5. Unissued Shares
Subject to the provisions of the Act and to these articles, any unissued
shares of the company (whether forming part of the original or any increased
capital) shall be at the disposal of the directors who may offer, allot, grant
options over or otherwise dispose of them to such persons at such times and
for such consideration and upon such terms and conditions as they may
determine.
6. Initial Authority to Issue Relevant Securities
Subject to any direction to the contrary which may be given by the company in
general meeting, the directors are unconditionally authorised to exercise all
powers of the company to allot relevant securities. The maximum nominal amount
of relevant securities that may be allotted under this authority shall be the
nominal amount of the unissued share capital at the date of incorporation of
the
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company or such other amount as may from time to time be authorised by the
company in general meeting. The authority conferred on the directors by this
article shall remain in force for a period of five years from the date of
incorporation of the company but may be revoked varied or renewed from time to
time by the company in general meeting in accordance with the Act.
7. Exclusion of Rights to Offers on a Pre-emptive Basis
Section 89(1) of the Act shall not apply to the allotment by the company of
any equity security.
8. Transfer and Transmission of Shares
8.1 The instrument of transfer of a subscriber's share which is not fully
paid need not be executed by or on behalf of the transferee. Regulation
23 of Table A shall be modified accordingly.
8.2 The directors may, in their absolute discretion and without giving any
reason for so doing, decline to register any transfer of any share,
whether or not it is a fully paid share. Regulation 24 of Table A shall
be modified accordingly.
9. Notice of General Meetings
Notice of every general meeting shall be given to all members other than any
who, under the provisions of these articles or the terms of issue of the
shares they hold, are not entitled to receive such notices from the company,
and also to the auditors or, if more than one, each of them. The last sentence
of regulation 38 of Table A shall not apply.
10. Proceedings at General Meetings
For all purposes of these articles apart from when the company has only one
member, a general meeting of the company or of the holders of any class of its
shares shall be valid and effective for all purposes if one person being a
duly authorised representative of two or more corporations each of which is a
member entitled to vote upon the business to be transacted is present.
Regulation 40 of Table A shall be modified accordingly. If, and for so long
as, the company has only one member, that member or the proxy for that member
or, where that member is a corporation, its duly authorised representative
shall be a quorum at any general meeting of the company or of the holders of
any class of shares. Regulation 40 of Table A shall be modified accordingly.
11. Votes of Members
At a general meeting, but subject to any rights or restrictions attached to
any shares, on a show of hands every member who (being an individual) is
present in person or (being a corporation) is present by a duly authorised
representative and every proxy for any member (regardless of the number or the
holdings of the members for whom he is a proxy) shall have one vote, and on a
poll every member who is present in person or by proxy shall have one vote for
every share of which he is the holder. Regulation 54 of Table A shall not
apply.
12. No Written Resolutions by Members
Regulation 53 of Table A shall not apply.
13. Members May Vote When Money Payable by Them
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Regulation 57 of Table A shall not apply.
14. Delivery of Proxies
The instrument appointing a proxy and (if required by the directors) any
authority under which it is executed or a copy of the authority, certified
notarially or in some other manner approved by the directors, may be delivered
to the office (or to such other place or to such person as may be specified or
agreed by the directors) before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to act or, in
case of a poll taken subsequently to the date of the meeting or adjourned
meeting, before the time appointed for the taking of the poll, and an
instrument of proxy which is not so delivered shall be invalid. The directors
may at their discretion treat a faxed or other machine made copy of an
instrument appointing a proxy as such an instrument for the purpose of this
article. Regulation 62 of Table A shall not apply.
15. Alternate Directors
Any director (other than an alternate director) may appoint any other
director, or any other person who is willing to act, to be an alternate
director and may remove from office an alternate director so appointed by him.
Regulation 65 of Table A shall not apply.
16. Power to Provide for Employees
The directors may by resolution exercise any power conferred by the Act to
make provision for the benefit of persons employed or formerly employed by the
company or any of its subsidiaries in connection with the cessation or the
transfer to any person of the whole or part of the undertaking of the company
or that subsidiary.
17. Power to Receive Uncalled Moneys
The directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys uncalled and remaining unpaid
on any shares held by him.
18. Delegation of Directors' Powers
The directors may delegate any of their powers (with power to sub-delegate) to
committees consisting of such person or persons (whether directors or not) as
they think fit. Regulation 72 of Table A shall be modified accordingly and
references in Table A to a committee of directors or to a director as a member
of such a committee shall include a committee established under this article
or such person or persons.
19. Appointment and Removal of Directors by Majority Shareholders
Any member holding, or any members holding in aggregate, a majority in nominal
value of such of the issued share capital for the time being of the company as
carries the right of attending and voting at general meetings of the company
may by memorandum in writing signed by or on behalf of him or them and
delivered to the office or tendered at a meeting of the directors or at a
general meeting of the company at any time and from time to time appoint any
person to be a director (either to fill a vacancy or as an additional
director) or remove any director from office (no matter how he was appointed).
20. Appointment of Directors by Board
Without prejudice to the powers conferred by any other article, any person may
be appointed a director by the directors, either to fill a vacancy or as an
additional director.
21. No Age Limit or Share Qualification
No director shall be required to retire or vacate his office, and no person
shall be ineligible for appointment as a director, by reason of his having
attained the age of 70 or another age. No
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shareholding qualification for directors shall be required. Section 293 of the
Act does not apply to the Company.
22. Exclusion of Rotation Requirements and Other Provisions
Regulations 73 to 80 (inclusive) and the last sentence of regulation 84 of
Table A shall not apply.
23. Disqualification and Removal of Directors
The office of a director shall be vacated not only upon the happening of any
of the events mentioned in regulation 81 of Table A but also if he is removed
from office pursuant to these articles. Regulation 81 of Table A shall be
modified accordingly.
24. Powers of Directors
24.1 The powers of the directors mentioned in regulation 87 of Table A shall
be exercisable as if the word "executive" (which appears before the word
"office") were deleted.
24.2 Without prejudice to any of their other powers, the directors may
exercise any of the powers conferred by the Statutes to make provision
for the benefit of persons employed or formerly employed by the Company
or any of its subsidiaries in connection with the cessation or the
transfer to any person of the whole or part of the undertaking of the
Company or any of its subsidiaries.
25. Notice of Board Meetings
Notice of a meeting of the directors shall be deemed to be properly given to a
director if it is given to him personally or by word of mouth or sent in
writing to him at his last known address or any other address given by him to
the company for this purpose, or by any other means authorised in writing by
the director concerned. Notice shall be given in this manner to all directors
including any director who is for the time being absent from the United
Kingdom. A director may waive notice of any meeting either prospectively or
retrospectively. Regulation 88 of Table A shall be modified accordingly.
26. Participation in Board Meetings by Telephone
All or any of the members of the board or any committee of the board may
participate in a meeting of the board or that committee by means of a
conference telephone or any communication equipment which allows all persons
participating in the meeting to hear each other. A person so participating
shall be deemed to be present in person at the meeting and shall be entitled
to vote or be counted in a quorum accordingly. Such a meeting shall be deemed
to take place where the largest group of those participating is assembled, or,
if there is no such group, where the chairman of the meeting then is.
27. Resolution in Writing
A resolution in writing executed by all the directors for the time being
entitled to receive notice of a meeting of the board (if that number is
sufficient to constitute a quorum) or by all the members of a committee for
the time being shall be as valid and effectual as a resolution passed at a
meeting of the board or, as the case may be, of the committee properly called
and constituted. The resolution may be contained in one document or in several
documents in like form each executed by one or more of the directors or
members of the committee concerned. A resolution signed by an alternate
director need not also be signed by his appointor and, if it is signed by a
director who has appointed an alternate director, it need not be signed by the
alternate director in that capacity. Regulation 93 of Table A shall not apply.
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28. Directors May Vote When Interested
A director who to his knowledge is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company shall declare
the nature of his interest at a meeting of the directors in accordance with
the Act. Subject where applicable to such disclosure, a director shall be
entitled to vote in respect of any contract or proposed contract in which he
is interested and if he shall do so his vote shall be counted and he shall be
taken into account in ascertaining whether a quorum is present. A reference in
this article to a contract includes any transaction or arrangement (whether or
not constituting a contract). Regulations 94 and 95 of Table A shall not
apply.
29. Official Seal
29.1 The Company may exercise the powers conferred by the Statutes with
regard to having official seals and those powers shall be vested in the
directors.
29.2 The directors shall provide for the safe custody of every seal which the
Company may have.
29.3 A seal shall be used only by the authority of the directors or a duly
authorised committee but that authority may consist of an instruction or
approval given by letter, facsimile, telegram, telex or telephone by a
majority of the directors or of the members of a duly authorised
committee.
29.4 The directors may determine who shall sign any instrument to which a
seal is applied, either generally or in relation to a particular
instrument or type of instrument, and may also determine, either
generally or in any particular case, that such signatures shall be
dispensed with or affixed by some mechanical means.
29.5 Unless otherwise decided by the directors:
(a) certificates for shares, debentures or other securities of the
Company to which a seal is applied need not be signed; and
(b) every other instrument to which a seal is applied shall be signed
by at least one director and the secretary or by at least two
directors.
29.6 Certificates for shares, debentures or other securities of the Company
need not be sealed with the seal but may be signed on behalf of the
Company by at least one director and the secretary or by at least two
directors or by such other person or persons as may be authorised by the
directors for that purpose. Regulation 6 of Table A shall be amended
accordingly. Regulation 101 of Table A shall not apply.
30. Notices
Any notice or other document may be served on or delivered to any member by
the company either personally, or by sending it by post addressed to the
member at his registered address or by fax or telex to a number provided by
the member for this purpose, or by leaving it at his registered address
addressed to the member, or by any other means authorised in writing by the
member concerned. In the case of joint holders of a share, service or delivery
of any notice or other document on or to one of the joint holders shall for
all purposes be deemed a sufficient service on or delivery to all the joint
holders. Regulation 112 of Table A shall not apply.
31. Time of Service
Any notice or other document, if sent by the company by post, shall be deemed
to have been served or delivered twenty four hours after posting and, in
proving such service or delivery, it shall be sufficient to prove that the
notice or document was properly addressed, stamped and put in the post. Any
notice or other document left by the company at a registered address otherwise
than by post, or sent by fax or
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telex or other instantaneous means of transmission, shall be deemed to have
been served or delivered when it was so left or sent. Regulation 115 of Table
A shall not apply.
32. Indemnity
32.1 Subject to the provisions of and to the extent permitted by the
Statutes, every director, other officer or auditor of the Company shall
be indemnified out of the assets of the Company against any liability
incurred by him in the actual or purported execution or discharge of his
duties or the exercise or purported exercise of his powers or otherwise
in relation to or in connection with his duties, powers or office, but:
(a) this indemnity shall not apply to any liability to the extent that
it is recovered from any other person; and
(b) the indemnity is subject to such officer or auditor taking all
reasonable steps to effect such recovery,so that the indemnity shall
not apply to the extent that an alternative right of recovery is
capable of being enforced.
32.2 Regulation 118 of Table A shall not apply.
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Name and Address of Subscriber
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Granite Finance Funding Limited Signed for and on behalf of
4 Royal Mint Court Granite Finance Funding Limited by:
London
EC3N 4HJ
------------------------------------------------------
Name: Jonathan David Rigby
Title: Director
------------------------------------------------------
Name: Nigel Charles Bradley
Title: Director
Arringford Limited Signed for and on behalf of
4 Royal Mint Court Arringford Limited by:
London
EC3N 4HJ
------------------------------------------------------
Name: Jonathan David Rigby
Title: Director
------------------------------------------------------
Name: Nigel Charles Bradley
Title: Director
- -----------------------------------------------------------------------------------------------------------------------------------
Dated 2 July 2003
Witness to the above signatures:
------------------------------------------------------
Witness
Name:
------------------------------------------------------
Occupation:
------------------------------------------------------
Address: Mourant & Co Capital (SPV) Limited
4 Royal Mint Court
London
EC3N 4HJ
12